UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 1 27, 2019

Southcross Energy Partners, L.P.

(Exact name of registrant as specified in its charter)

Delaware	001-35719	45-5045230
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation or organization)	File Number)	Identification No.)

1717 Main Street

Suite 5200

Dallas, Texas 75201

(Address of principal executive office) (Zip Code)

(214) 979-3700

(~~Registrants’~~Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐oWritten ~~Written~~ communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐oSoliciting ~~Soliciting~~ material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~☐ Pre~~oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~☐ Pre~~oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Indicate~~Item by3.01 ~~check~~Notice ~~mark~~of ~~whether~~Delisting ~~the~~or ~~registrant~~Failure isto anSatisfy ~~emerging~~a ~~growth~~Continued ~~company~~Listing ~~as defined in~~ Rule ~~405 of the Securities Act of 1933 (§230.405 of this chapter)~~ or ~~Rule~~Standard; ~~12b-2~~Transfer of ~~the Securities Exchange Act of 1934 (§240~~Listing.~~12b-2 of this chapter).~~

~~Emerging~~On February ~~growth~~27, ~~company ☐~~2019, Southcross Energy Partners, L.P. (the “Partnership”) announced that it had received notification from the New York Stock Exchange (the “NYSE”) that the staff of NYSE Regulation, Inc. (the “NYSE Regulation”) has determined to commence proceedings to delist the common units representing limited partner interests (the “Common Units”) of the Partnership. The NYSE Regulation reached its decision to delist the Common Units pursuant to Rule 802.01C of the NYSE’s Listed Company Manual, as the Partnership’s unit price had fallen below the NYSE’s continued listing standard for average closing price of less than $1.00 over a consecutive 30 trading-day period and failed to cure this non-compliance within the required timeframe. The NYSE Regulation will apply to the Securities and Exchange Commission (the “SEC”) to delist the Common Units from the NYSE upon completion of all applicable procedures, including any appeal by the Partnership of the decision of NYSE Regulation's staff. Trading in the Common Units on the NYSE was suspended after the market close on the NYSE on February 27, 2019.

IfThe ~~an emerging~~Partnership ~~growth~~does ~~company,~~not ~~indicate~~intend byto ~~check~~appeal ~~mark~~the ifdecision of NYSE Regulation's staff. As such, on February 27, 2019, the ~~registrant~~Partnership ~~has~~announced ~~elected~~that ~~not~~it will move trading in the Common Units to ~~use~~the OTCQX® from the ~~extended~~NYSE ~~transition~~effective ~~period~~at ~~for~~the ~~complying~~market ~~with~~close ~~any~~of trading on the NYSE on February 27, 2019. On February 28, 2019, the Common Units will begin trading on the OTCQX® under the new orticker ~~revised~~symbol ~~financial~~"SXEE" ~~accounting~~at ~~standards~~the ~~provided~~market ~~pursuant~~open. toThe ~~Section 13(~~Partnership remains a) publicly traded partnership, will continue to make all required SEC filings and will remain subject to SEC rules and regulations applicable to reporting companies under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). ☐ The Partnership plans to maintain an independent Audit Committee and to provide annual financial statements audited by a Public Company Accounting Oversight Board (PCAOB) independent registered public accounting firm and unaudited interim financial reports prepared in accordance with U.S. generally accepted accounting principles.

~~Item~~The ~~5.02~~delisting ~~Departure~~of the Common Units from the NYSE could negatively impact the Partnership by (i) reducing the liquidity and market price of ~~Directors~~the orPartnership’s ~~Certain~~Common ~~Officers~~Units; ~~Election~~(ii) reducing the number of ~~Directors~~investors willing to hold or acquire the Partnership’s Common Units, which could negatively impact the Partnership’s ability to raise equity financing; ~~Appointment~~(iii) limiting ofthe ~~Certain~~Partnership’s ~~Officers~~ability to use a registration statement to offer and sell freely tradable securities, thereby preventing the Partnership from accessing the public capital markets; ~~Compensatory~~and ~~Arrangements~~(iv) impairing ofthe ~~Certain~~Partnership’s ~~Officers~~ability to provide equity incentives to its employees.

~~Effective~~Item ~~February 1, 2019, the Board of Directors (the “Board”) of Southcross Energy Partners GP, LLC (the “General Partner”), the general partner of Southcross Energy Partners, L~~7.P.01 Regulation ~~(the~~FD ~~“Partnership”), elected William C~~Disclosure. ~~Boyer as its Senior Vice President and Chief Operating Officer.~~

~~Prior~~On toFebruary ~~being~~27, ~~elected~~2019, ~~Senior~~the ~~Vice~~Partnership ~~President~~issued ~~and~~a ~~Chief~~press ~~Operating~~release ~~Officer~~announcing of the ~~General~~NYSE’s ~~partner,~~suspension ~~Boyer~~of ~~served~~trading ~~as Senior~~and ~~Vice~~commencement ~~President~~ of ~~Operations~~delisting ofprocedures and the ~~General~~movement ~~Partner~~of ~~since~~the ~~2017~~Common ~~and~~Units ~~previously~~from ~~served~~the asNYSE ~~Vice~~to ~~President~~the ofOTCQX®. ~~Operations~~A copy of the ~~General~~press ~~Partner~~release ~~since~~is ~~2015.~~attached hereto as Exhibit 99.1.

~~Before~~The ~~joining~~information ~~the~~in ~~General~~this ~~Partner,~~Item Mr7. ~~Boyer,~~01 ~~age 63, served as General Manager~~ of ~~Oxy~~this ~~Midstream~~Current ~~Operating~~Report ~~Company~~on ~~(“Oxy”)~~Form 8-K, ~~a company~~including ~~specializing~~Exhibit 99.1 inattached ~~midstream services of petroleum products~~hereto, ~~from~~shall ~~2014~~not tobe ~~2015.~~deemed In“filed” ~~his~~for ~~role~~purposes atof ~~Oxy, Mr.~~Section ~~Boyer~~18 ~~oversaw~~of the ~~operations,~~Exchange ~~safety,~~Act ~~compliance~~or ~~and~~otherwise ~~overall~~subject ~~P&L~~to ~~for~~the ~~all~~liabilities of ~~Occidental’s~~that ~~midstream businesses including Centurion Pipeline~~section, ~~its~~nor ~~crude~~shall ~~oil~~it ~~trucking,~~be ~~its~~deemed ~~NGL~~incorporated ~~railcar~~by ~~terminal,~~reference ~~and its propane and crude oil marine terminal businesses~~ in ~~Ingleside,~~any ~~Texas.~~filing ~~Prior~~under tothe ~~joining~~Securities ~~Oxy,~~Act ~~Mr. Boyer served as President~~ of ~~Centurion Pipeline from 2010 to 2014 where he led the operations~~1933, ~~planning,~~as ~~risk management~~amended, ~~safety~~or ~~and regulatory functions of~~ the ~~business.~~Exchange ~~Concurrent with his role at Oxy~~Act, ~~Mr. Boyer~~except ~~also served~~ as ~~President~~shall ofbe ~~Occidental~~expressly ~~Energy~~set ~~Transportation,~~forth aby ~~wholly-owned~~specific ~~crude~~reference ~~oil trucking subsidiary within Occidental Petroleum that gathered and transported crude oil~~ in ~~New Mexico and Texas. Prior to~~ such ~~roles, Mr. Boyer held various leadership positions at Occidental Petroleum Corporation over~~ a ~~span of 30 years, including Occidental of Elk Hills in California, Occidental Chemical Corporation in Houston, and Occidental Petroleum’s natural gas businesses at various locations~~filing.

~~Mr. Boyer~~Item ~~received a B~~9.S.01 inFinancial ~~Chemical~~Statements ~~Engineering~~and ~~from the University of Oklahoma in 1977~~Exhibits.

~~Under Mr. Boyer’s compensation arrangement, Mr. Boyer will receives an annualized base salary of $350,000~~ (bd) ~~and is eligible for a bonus at a target award level of 75% of base salary, subject to continued employment and less applicable withholdings.~~ Exhibits

In addition, Mr. Boyer previously had entered into a Severance Agreement dated November 14, 2016 (the “Severance Agreement”) with the General Partner. Upon his termination within 12 months following a Sale Event, termination without Cause or resignation by Mr. Boyer for Good Reason, Mr. Boyer will be entitled to a payment equal to his Base Salary through the date of termination, as well as the Bonus, the Severance Payment and reimbursement for the cost of COBRA coverage for 12 months (all of the capitalized terms in this sentence have the meanings given them in the Severance Agreement). The foregoing description of the Severance Agreement is qualified in its entirety by reference to the full text of the Severance Agreement, which is attached as Exhibit 10.1 to this Current Report and incorporated herein by reference.



Exhibit
Number		Description
99.1		Press Release, dated February 27, 2019.

~~Item 9.01 Financial Statements and Exhibits.~~SIGNATURES

~~(d)~~Pursuant ~~Exhibits.~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ExhibitNumber		Description
	Southcross Energy Partners, L.P.
10.1		Severance Agreement, dated as of November 14, 2016, by and between Southcross Energy Partners GP, LLC and William C. Boyer.
	By:	Southcross Energy Partners GP, LLC,
		its general partner
Dated: February 28, 2019	By:	/s/ Kelly Jameson
		Name:	Kelly J. Jameson
		Title:	Senior Vice President and General Counsel

~~SIGNATURES~~EXHIBIT INDEX

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Exhibit
Number		Description
99.1		Press Release, dated February 27, 2019.

Southcross Energy Partners, L.P.

Southcross Energy Partners GP, LLC,

its general partner

Dated: February 6, 2019

/s/ Kelly Jameson

Kelly J. Jameson

Senior Vice President and General Counsel

Filing Compare · Southcross Energy Partners LLC